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00-1017_OLSON-PH-SJ-LLC._Improvement and Reimbursement AgrTHIS REIMBURSEMENT AGREEMENT is made this day of 2000, by and between THE CITY OF SAN JUAN CAPISTRANO, hereafter referred to as "City", and OLSON — PH -SJ -LLC., a California Limited Liability Corporation, herein referred to as "Developer'. WHEREAS, Developer is developing Tract No. 15771 known as, Summer Walk; and, WHEREAS, City wishes to upgrade the existing Rosenbaum Pump Station within the site as shown on plans titled, "Grading and Upgrade of Rosenbaum Pump Station" dated April 18, 2000, hereafter referred to as "Plans' and defined in Specifications dated March 2000, hereafter referred to as "Specifications." WHEREAS, Developer wishes to perform the construction work to upgrade the Rosenbaum Pump Station concurrently with his tract construction; and, WHEREAS, Developer has received a quotation of $215,760.00 from Bec Bowls, General Engineering Contractor, 1059 Kensington Drive, Redlands, CA 92374, License No. 761363, the lowest of three bids for construction of the upgrades to Rosenbaum Pump Station; and, WHEREAS, City has budgeted these funds for CIP No. 717, NOW THEREFORE, it is hereby agreed as follows: Section 1. Construction Developer hereby agrees to cause the construction of the upgrade improvements to the Rosenbaum Pump Station in accordance with the Plans and Specifications on file in the Engineering Division and incorporated herein by reference. The Plans and Construction Schedule have been submitted to the City, and were reviewed and approved by the City. Developer shall retain a qualified contractor under separate contract to perform the work. Section 2. Pavments A. Except as may otherwise be provided herein, City will pay all costs associated with the construction of the Rosenbaum Pump Station improvements in an amount not to exceed the costs set forth in Exhibit "A" ("Contract Amount"). Any additional costs and expenses above the Contract Amount which are die as a result of changes to the Plans and Specifications requested by the City (i.e., "Change Orders") shall be paid for by the City in accordance with the procedures set forth herein below. IMPROVEMENT AN REIMBURSEMENT AGREEMENT September 28, 2000 Page 2 of 5 The City's payment of the Contract Amount (including any Change Orders), shall occur through reimbursement payments to Developer according to monthly progress invoices submitted to the City by Developer for work related to the Rosenbaum Pump Station. Payment of such invoices shall be forwarded by the City to Developer within thirty (30) days after the City's receipt of copies of invoices for construction work or costs associated with the Rosenbaum Pump Station. Payment by the City to the Developer for the retention payment amount of ten percent of the Contract Amount (as may be modified by Change Orders) shall occur within thirty (30) days following completion of the Rosenbaum Pump Station and acceptance thereof by the City. "Construction Costs' and "cost to construct" as such phrases may be used in this Agreement, shall include all costs incurred by Developer in connection with the design, engineering, plans and specifications, construction staking, construction management and actual construction of the Rosenbaum Pump Station. B. Developer will provide to the City monthly billings as work progresses and the City shall pay Developer the amount set forth in such invoices within thirty (30) days after the City's receipt of copies of such invoices (except for the retention payment which shall be paid in the manner set forth above. C. Developer will provide final accounting to City upon completion of the work. D. Any proposed change orders for extra work must be approved by the City. Section 3. Liability/Indemnification/Warranty A. Developer agrees to save and defend City and its elected and appointed officials harmless from any claims or liabilities that may arise during the Developer's construction of improvements. B. Developer agrees to provide a warranty to City warranting that the Work is free of defects for a period of one year from date of completion of the Improvements. C. Except as otherwise provided herein, the City shall assume the defense of, indemnify, and hold harmless the Developer, and its respective officers, employees, members, successors, assigns, contractors, subcontractors, and agents, and each and everyone of them, from and against all actions, damages, claims, losses or expenses which they may incur or to which they may be subjected, by reason of the design, engineering, construction, and maintenance of the Rosenbaum Pump Station. The Developer agrees to promptly notify City of any claim, action or proceeding which is subject to the provisions of this Paragraph, and the Developer shall cooperate, at no cost to Developer, fully with City in the defense of any such matter. 14PROVEMENT AT, _ REIMBURSEMENT AGREEMENT S(�ptember 28, 2000 Page 3 of 5 Section 4. Insurance Developer agrees to maintain liability insurance in the following amounts: A. Comprehensive General Liability. Developer or his agent shall maintain in full force and effect comprehensive general liability coverage, including premises operations, products/completed operations, broad form property damage and blanket contractual liability in the following minimum amounts: $1,000,000 property damage; $1,000,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. B: Worker's Compensation. If Developer employs employees or subcontractors to perform services under this Agreement, Developer shall obtain and maintain, during the construction and warranty period of these improvements, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by State Law. These above stated policies shall not terminate nor shall they be canceled nor the coverage reduced until 30 days' written notice is given to the City. Developer shall provide an endorsement to City establishing that City has been legally added as an additional insured to the liability policy required under this Agreement. miction 5. Force Majeure None of the parties hereto shall be deemed to be in default if performance of the obligations required by this Agreement is delayed or becomes impossible because of any act of God, earthquake, fire, strike, sickness, accident, civil commotion, epidemic, act of government, its agencies or officers, or any legitimate cause beyond the control of the parties. Sbction 6. Notices. All notices requests, demands, consents, and other communications under this Agreement shall be in writing, including telex and facsimile transmission and shall be deemed to have been duly given on the date of service if served personally by telex or facsimile transmission or 48 hours after mailing if mailed -by first class mail, registered, or certified, postage prepaid, return receipt requested, and properly addressed as follows: IMPROVEMENT A. ) REIMBURSEMENT AGREEMENT September 28, 2000 Page 4 of 5 TO: OLSON — PH -SJ, LLC. C/O THE OLSON COMPANY, MANAGING MEMBER 3020 Old Ranch Parkway, Suite 400 Seal Beach, CA 90740 TO: CITY OF SAN JUAN CAPISTRANO Attn: William M. Huber, Director of Engineering & Building 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Section 7. Amendment This improvement and Reimbursement Agreement may be amended only by an instrument in writing signed by the duly authorized officers or representatives of each of the parties hereto. Section 8. Entire Agreement This agreement contains the entire agreement between the parties hereto and supersedes any prior or concurrent written or oral agreement between said parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or undertakings, oral or written, between or among the parties hereto relating to the subject matter contained in this Agreement which have not been fully expressed herein. PH -SJ, LLC., CITY OF SAJ,V JUAN CAPISTRANO A California Limed Liability Corporation /17 PRESIDENT ,COLLEN"AMPB`ELL, MAYOR APPROVED AS TO FORM: By: _ (� �2� CI ATTORNEY (ATTACHED NOTARY ACKNOWLEDGMENT) IMPROVEMENT AND REIMBURSEMENT AGREEMENT September 28, 2000 Page 5 of 5 IMPROVEMENT AND REIMBURSEMENT AGREEMENT TRACT NO. 15771 ROSENBAUM PUMP STATION EXHIBIT "A" CONSTRUCTION COSTS 1. Construction Proposal $215,760 2. Chain Link Fence & Gate $7,000 3. Construction Staking $3,936 4. Construction Management $1,800 Total Construction Costs: $228,496 Change Orders Requested by the City may modify the Contract Amount. STATE OF CALIFORNIA ss. COUNTY OF ORANGE On October 9, 2000, before me, Joan M. Bunashe, personally appeared Mark Buckland personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.